SEC Comment Letter 0000000000-23-009909 to YELP INC (YELP) (CIK 0001345016) (YELP)
YELP INC (YELP) (CIK 0001345016)
Date: Sept. 7, 2023 · CIK: 0001345016 · Accession: 0000000000-23-009909
AI Filing Summary & Sentiment
File numbers found in text: 001-35444
Letter
United States securities and exchange commission logo September 7, 2023 David Schwarzbach Chie Financial Officer YELP INC 350 Mission Street, 10th Floor San Francisco, CA 94105 Re:YELP INC Form 10-K for Fiscal Year Ended December 31, 2022 Filed February 24, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2023 Filed August 7, 2023 File No 001-35444 Dear David Schwarzbach: We have reviewed your August 11, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 19, 2023 letter. Form 10-K for Fiscal Year Ended December 31, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, Cash Flows, page 58 1.In the response to comment four you provide your intended revised disclosure regarding quantification of variance factors for cash flows for operating activities. This revised disclosure appears to explain how operating cash flows were derived for the indicated period. Please note the disclosure is to be an analysis of why the reported amount of operating cash materially changed from period to period pursuant to Item 303 of Regulation S-K. Also note references to results and changes in operating assets and liabilities may not provide a sufficient basis to understand how operating cash actually
FirstName LastNameDavid Schwarzbach Comapany NameYELP INC September 7, 2023 Page 2 FirstName LastName David Schwarzbach YELP INC September 7, 2023 Page 2 was affected between periods. Further note the noncash items referred to do not impact cash. In preparing your analysis, refer to the introductory paragraph of section IV.B and B.1 of Staff Release No. 33-8350 for guidance. Form 10-Q for the Fiscal Quarter Ended June 30, 2023 Notes to Condensed Consolidated Financial Statements (Unaudited) Note 15. Income Taxes, page 23 2.Please explain your consideration of disclosing the nature and effect of any significant matters that affected the comparability of your taxes payable balance of $46.2 million at June 30, 2023 with your taxes payable balance of $6.2 million at Dec. 31, 2022. We note taxes payable increased by $15 million in the first quarter of 2023 and an additional $25 million in the second quarter of 2023 per your disclosures in your interim filings. Refer to ASC 740-10-50-14. 3.You disclose as of June 30, 2023 the total amount of gross unrecognized tax benefits was $63.9 million, $30.3 million of which was subject to a full valuation allowance. ASC 740-10-40-2 states use of a valuation allowance is not a permitted substitute for derecognizing the benefit of a tax position when the more-likely-than-not recognition threshold is no longer met. Please explain to us how your treatment complies with the noted guidance. Non-GAAP Financial Measures Reconciliation of Net Income to Adjusted EBITDA, page 32 4.You present an adjustment for litigation settlement expense of $11 million, apparently regarding the CIPA litigation, in computing your non-GAAP measure Adjusted EBITDA for the three and six months ended June 30, 2023. You disclose a $4 million loss contingency was recorded for this litigation in fiscal 2022, but it appears you did not make an adjustment for this in computing Adjusted EBITDA for that year. Please disclose this change between periods in your treatment of expenses for this litigation and the reason for it, and explain the reason to us. Refer to Question 100.02 of our Compliance and Disclosure Interpretations ("C&DI") on Non-GAAP Financial Measures. Additionally, in the footnote to the reconciliation table for this measure, describe, if true, the adjustment pertains solely to the CIPA litigation so investors do not get the impression you are adjusting for all litigation expenses that may be prohibited by Question 100.01 of the C&DI.
FirstName LastNameDavid Schwarzbach Comapany NameYELP INC September 7, 2023 Page 3 FirstName LastName David Schwarzbach YELP INC September 7, 2023 Page 3 You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
Show Raw Text
United States securities and exchange commission logo
September 7, 2023
David Schwarzbach
Chie Financial Officer
YELP INC
350 Mission Street, 10th Floor
San Francisco, CA 94105
Re:YELP INC
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 24, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Filed August 7, 2023
File No 001-35444
Dear David Schwarzbach:
We have reviewed your August 11, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 19, 2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, Cash Flows, page 58
1.In the response to comment four you provide your intended revised disclosure regarding
quantification of variance factors for cash flows for operating activities. This revised
disclosure appears to explain how operating cash flows were derived for the indicated
period. Please note the disclosure is to be an analysis of why the reported amount of
operating cash materially changed from period to period pursuant to Item 303 of
Regulation S-K. Also note references to results and changes in operating assets and
liabilities may not provide a sufficient basis to understand how operating cash actually
FirstName LastNameDavid Schwarzbach
Comapany NameYELP INC
September 7, 2023 Page 2
FirstName LastName
David Schwarzbach
YELP INC
September 7, 2023
Page 2
was affected between periods. Further note the noncash items referred to do not impact
cash. In preparing your analysis, refer to the introductory paragraph of section IV.B and
B.1 of Staff Release No. 33-8350 for guidance.
Form 10-Q for the Fiscal Quarter Ended June 30, 2023
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 15. Income Taxes, page 23
2.Please explain your consideration of disclosing the nature and effect of any significant
matters that affected the comparability of your taxes payable balance of $46.2 million at
June 30, 2023 with your taxes payable balance of $6.2 million at Dec. 31, 2022. We note
taxes payable increased by $15 million in the first quarter of 2023 and an additional $25
million in the second quarter of 2023 per your disclosures in your interim filings. Refer to
ASC 740-10-50-14.
3.You disclose as of June 30, 2023 the total amount of gross unrecognized tax benefits was
$63.9 million, $30.3 million of which was subject to a full valuation allowance. ASC
740-10-40-2 states use of a valuation allowance is not a permitted substitute for
derecognizing the benefit of a tax position when the more-likely-than-not recognition
threshold is no longer met. Please explain to us how your treatment complies with the
noted guidance.
Non-GAAP Financial Measures
Reconciliation of Net Income to Adjusted EBITDA, page 32
4.You present an adjustment for litigation settlement expense of $11 million, apparently
regarding the CIPA litigation, in computing your non-GAAP measure Adjusted
EBITDA for the three and six months ended June 30, 2023. You disclose a $4 million
loss contingency was recorded for this litigation in fiscal 2022, but it appears you did not
make an adjustment for this in computing Adjusted EBITDA for that year.
Please disclose this change between periods in your treatment of expenses for this
litigation and the reason for it, and explain the reason to us. Refer to Question 100.02 of
our Compliance and Disclosure Interpretations ("C&DI") on Non-GAAP Financial
Measures. Additionally, in the footnote to the reconciliation table for this measure,
describe, if true, the adjustment pertains solely to the CIPA litigation so investors do not
get the impression you are adjusting for all litigation expenses that may be prohibited by
Question 100.01 of the C&DI.
FirstName LastNameDavid Schwarzbach
Comapany NameYELP INC
September 7, 2023 Page 3
FirstName LastName
David Schwarzbach
YELP INC
September 7, 2023
Page 3
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services